A form of organization
known as the limited liability Company (L.L.C.), permitted in most states, and
combines many of the attributes and advantages of the corporation and of the partnership.
For example, the owners of an L.L.C., who are known as ‘‘members’’ after executing
the required legal articles of organization, enter into an operating agreement in
which one of their number is designated as the manager of the company.
The company does not pay taxes on its profits, but rather the individual members have the prorate share of their percentage of ownership of the company added to their income for taxation purposes. On the other hand, there is no individual liability of any of the members for losses or debts of the company as there would be if the ownership were in the form of a partnership. Additional members may be added to or dropped from the company by a vote or written consent of 100% of all of the members.
No member, other than the manager, has any power or authority to bind the company, unless such a person has been specifically authorized in writing by the manager to act on behalf of the company. A manager may be removed in the event of his or her neither willful or intentional violation nor rack less disregard of the manager’s duties to the company. The manager’s replacement will be selected by the members who originally selected the manager. Such replacement will be decided by a majority vote of the members.
Reference
BUILDING DESIGN AND CONSTRUCTION HANDBOOK
Chairman,
Kreisler Borg Florman General Construction Company
Scarsdale,
New York